Rule 8.3 - BHP BILLITON LTD

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BHP BILLITON LIMITED
Class of relevant security    NPV
to which the dealings being
disclosed relate (Note 2)
Date of dealing               24 June 2008

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number         (%)        Number        (%)

(1) Relevant     146,778,652        4.37%       883,168      0.03%
securities
(2) Derivatives        9,547        0.00%         1,863      0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            146,788,199        4.37%       885,031      0.03%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      55,193               45.2821 AUD
Purchase      2,418                44.0200 AUD
Purchase      228,529              45.0918 AUD
Purchase      5,903                45.5500 AUD
Purchase      5,510                45.8800 AUD
Purchase      2,601                44.0200 AUD
Purchase      662                  44.0200 AUD
Purchase      33,646               44.0200 AUD
Purchase      63,540               45.2633 AUD
Purchase      1,800                45.0032 AUD
Purchase      5,547                44.8800 AUD
Purchase      625                  45.6049 AUD
Sale          205                  44.2555 AUD
Sale          55,193               45.2821 AUD
Sale          3,605                44.2555 AUD
Sale          626                  45.0265 AUD
Sale          33,816               45.8800 AUD
Sale          228,529              45.0918 AUD
Sale          5,510                45.8800 AUD
Sale          13,440               44.0200 AUD
Sale          497                  44.2554 AUD
Sale          764                  44.0200 AUD
Sale          3,882                44.2554 AUD
Sale          14,485               44.0200 AUD
Sale          1,777                44.0200 AUD
Sale          477                  44.2555 AUD
Sale          2,002                45.4035 AUD
Sale          8,980                45.4034 AUD
Sale          1,881                44.2555 AUD
Sale          7,011                44.0200 AUD
Sale          1,850                44.0200 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          626           45.0265
CFD            Short         1800          45.0031
CFD            Short         63540         45.2633
CFD            Short         625           45.6048

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         25 June 2008
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk